The primary purpose of the Audit Committee (the
"Committee") shall be to act on behalf of the Company's Board of
Directors (the "Board") in fulfilling the Board's oversight
responsibilities with respect to the Company's corporate accounting and
financial reporting processes, the systems of internal control over financial
reporting, and audits of financial statements, as well as the quality and
integrity of the Company's financial statements and reports and the
qualifications, independence and performance of the firm or firms of certified
public accountants engaged as the Company's independent outside auditors for
the purpose of preparing or issuing an audit report or performing audit
services (the "Auditors"). The operation of the Committee shall be
subject to the Bylaws of the Company as in effect from time to time and Section
141 of the Delaware General Corporation Law.

The policy of the Committee, in discharging these
obligations, shall be to maintain and foster an open avenue of communication
among the Committee, the Auditors and the Company's financial management.

COMPOSITION

The Committee shall consist of at least three members of the
Board of Directors. The members of the Committee shall satisfy the independence
and financial literacy requirements of The Nasdaq
Stock Market ("Nasdaq") applicable to
Committee members as in effect from time to time, when and as required by Nasdaq. At least one member shall satisfy the applicable Nasdaq financial sophistication
requirements as in effect from time to time. The members of the Committee shall
be appointed by and serve at the discretion of the Board. Vacancies occurring
on the Committee shall be filled by the Board. The Chairman of the Committee
shall be appointed by the Board.

MEETINGS AND MINUTES

The Committee shall hold such regular or special meetings as
its members shall deem necessary or appropriate. Minutes of each meeting of the
Committee shall be prepared and distributed to each director of the Company and
the Secretary of the Company promptly after each meeting. The Chairman of the
Committee shall report to the Board from time to time,
or whenever so requested by the Board.

AUTHORITY

The Committee shall have authority to appoint, determine
compensation for, and at the expense of the Company, retain and oversee the
Auditors as set forth in Section 10A(m)(2) of the Securities Exchange Act of
1934, as amended, and the rules thereunder and
otherwise to fulfill its responsibilities under this charter. The Committee
shall have authority to retain and determine compensation for, at the expense
of the Company, special legal, accounting or other advisors or consultants as
it deems necessary or appropriate in the performance of its duties. The
Committee shall also have authority to pay, at the expense of the Company,
ordinary administrative expenses that, as determined by the Committee, are
necessary or appropriate in carrying out its duties. The Committee shall have
full access to all books, records, facilities and personnel of the Company as
deemed necessary or appropriate by any member of the Committee to discharge his
or her responsibilities hereunder. The Committee shall have authority to
require that any of the Company's personnel, counsel, accountants (including
the Auditors) or investment bankers, or any other consultant or advisor to the
Company, attend any meeting of the Committee or meet with any member of the
Committee or any of its special legal, accounting or other advisors and
consultants. The approval of this Charter by the Board shall be construed as a
delegation of authority to the Committee with respect to the responsibilities
set forth herein.

RESPONSIBILITIES

The Committee shall oversee the Company's financial
reporting process on behalf of the Board, shall have direct responsibility for
the appointment, compensation, retention and oversight of the work of the
Auditors and any other registered public accounting firm engaged for the
purpose of performing other review or attest services for the Company. The
Auditors and each such other registered public accounting firm shall report
directly and be accountable to the Committee. The Committee's functions and
procedures should remain flexible to address changing circumstances most
effectively. To implement the Committee's purpose and policy, the Committee
shall be charged with the following functions and processes with the
understanding, however, that the Committee may supplement or (except as
otherwise required by applicable laws or rules) deviate from these activities
as appropriate under the circumstances:

Evaluation and Retention of Auditors.
To evaluate the performance of the Auditors, to assess their qualifications and
to determine whether to retain or to terminate the existing Auditors or to
appoint and engage new auditors for the ensuing year, which retention shall be
subject only to ratification by the Company's stockholders (if the Committee or
the Board elects to submit such retention for ratification by the
stockholders).

Approval of Audit Engagements. To
determine and approve engagements of the Auditors, prior to commencement of
such engagements, to perform all proposed audit, review and attest services,
including the scope of and plans for the audit, the adequacy of staffing, the
compensation to be paid, at the Company's expense, to the Auditors and the
negotiation and execution, on behalf of the Company, of the Auditors'
engagement letters, which approval may be pursuant to preapproval
policies and procedures established by the Committee consistent with applicable
laws and rules, including the delegation of preapproval
authority to one or more Committee members so long as any such preapproval decisions are presented to the full Committee
at the next scheduled meeting.

Approval of Non-Audit Services. To
determine and approve engagements of the Auditors, prior to commencement of
such engagements (unless in compliance with exceptions available under
applicable laws and rules related to immaterial aggregate amounts of services),
to perform any proposed permissible non-audit services, including the scope of
the service and the compensation to be paid therefor,
which approval may be pursuant to preapproval
policies and procedures established by the Committee consistent with applicable
laws and rules, including the delegation of preapproval
authority to one or more Committee members so long as any such preapproval decisions are presented to the full Committee
at the next scheduled meeting.

Audit Partner Rotation. To monitor the rotation of the
partners of the Auditors on the Company's audit engagement team as required by
applicable laws and rules and to consider periodically and, if deemed
appropriate, adopt a policy regarding rotation of auditing firms.

Auditor Conflicts. At least
annually, to receive and review written statements from the Auditors
delineating all relationships between the Auditors and the Company, consistent
with Independence Standards Board Standard No. 1, to consider and discuss with
the Auditors any disclosed relationships and any compensation or services that
could affect the Auditors' objectivity and independence, and to assess and
otherwise take appropriate action to oversee the independence of the Auditors.

Audited Financial Statement Review.
To review, upon completion of the audit, the financial statements proposed to be
included in the Company's Annual Report on Form 10-K to be filed with the
Securities and Exchange Commission and to recommend whether or not such
financial statements should be so included.

Annual Audit Results. To review
with management and the Auditors the results of the annual audit, including the
Auditors' assessment of the quality, not just acceptability, of accounting
principles, the reasonableness of significant judgments and estimates
(including material changes in estimates), any material audit adjustments
proposed by the Auditors and any adjustments proposed but not recorded, the
adequacy of the disclosures in the financial statements and any other matters
required to be communicated to the Committee by the Auditors under the
standards of the Public Company Accounting Oversight Board (United States), as
appropriate.

Quarterly Results. To review with
management and the Auditors, as appropriate, the results of the Auditors'
review of the Company's quarterly financial statements, prior to public
disclosure of quarterly financial information, if practicable, or filing with
the Securities and Exchange Commission of the Company's Quarterly Report on
Form 10 Q, and any other matters required to be communicated to the Committee
by the Auditors under standards of the Public Company Accounting Oversight
Board (United States).

Accounting Principles and Policies.
To review with management and the Auditors significant issues that arise
regarding accounting principles and financial statement presentation, including
critical accounting policies and practices, alternative accounting policies
available under generally accepted accounting principles ("GAAP")
related to material items discussed with management and any other significant
reporting issues and judgments.

Management Letters. To review with
the Auditors and, if appropriate, management, any management or internal
control letter issued or, to the extent practicable, proposed to be issued by
the Auditors and management's response, if any, to such letter, as well as any
additional material written communications between the Auditors and management.

Disagreements Between Auditors and
Management. To review with management and the Auditors or any other registered
public accounting firm engaged to perform review nor attest services any
material conflicts or disagreements between management and the Auditors or such
other accounting firm regarding financial reporting, accounting practices or
policies and to resolve any conflicts or disagreements regarding financial
reporting.

Internal Control Over Financial
Reporting. To confer with management and the Auditors, as appropriate,
regarding the scope, adequacy and effectiveness of internal control over financial
reporting including any special audit steps taken in the event of material
control deficiencies, responsibilities, budget and staff.

Separate Sessions. Periodically, to meet in separate
sessions with the Auditors and management to discuss any matters that the
Committee, the Auditors or management believe should be discussed privately
with the Committee.

Complaint Procedures. To establish
procedures, when and as required by applicable laws and rules, for the receipt,
retention and treatment of complaints received by the Company regarding
accounting, internal accounting controls or auditing matters and the
confidential and anonymous submission by employees of concerns regarding
questionable accounting or auditing matters.

Related Party Transactions. To
review and approve related-party transactions as required by Nasdaq rules.

Investigations. To investigate any
matter brought to the attention of the Committee within the scope of its duties
if, in the judgment of the Committee, such investigation is necessary or
appropriate.

Proxy Report. To prepare the report
required by the rules of the Securities and Exchange Commission to be included
in the Company's annual proxy statement.

Annual Charter Review. To review
and assess the adequacy of this charter annually and recommend any proposed
changes to the Board for approval.

Report to Board. To report to the Board of Directors with
respect to material issues that arise regarding the quality or integrity of the
Company's financial statements, the Company's compliance with legal or
regulatory requirements, the performance or independence of the Company's
Auditors, or such other matters as the Committee deems appropriate from time to
time or whenever it shall be called upon to do so.

General Authority. To perform such other functions and to
have such powers as may be necessary or appropriate in the efficient and lawful
discharge of the foregoing.

It shall be the responsibility of management to prepare the
Company's financial statements and periodic reports and the responsibility of
the Auditors to audit those financial statements. These functions shall not be
the responsibility of the Committee, nor shall it be the Committee's
responsibility to ensure that the financial statements or periodic reports are
complete and accurate, conform to GAAP or otherwise comply with applicable
laws.